* Ben as Cannonbolt uses Liam's obsession with bird seed to his advantage. HilarityEnsues.* First episode has Ben trying to disguise himself in a crowd of human-sized aliens. What alien does he use? Cannonbolt. Specifically, the clumsy, ten foot, ''reportedly extinct alien.'' [[SarcasmMode Yeah, nice job, Ben.]]* Rook's introduction combines this with SugarWiki/MomentOfAwesome. Especially due to the fact that he DoesNotUnderstandSarcasm.* In ''The Frogs of War'', Ben (as Rath) takes down an Incursean ship.-->'''Rath:''' ''[as the ship is falling]'' RATH ISN'T GOING DOWN, GRAVITY, ANCIENT EVIL FORCE OF NATURE! THIS TIME, YOU'RE THE ONE THAT'S GOING-- ''[Omnitrix powers down]'' [[OhCrap Uh-Oh.]] ''[turns back into Ben]''-->'''Ben:''' ''[slips of the ship and begins to freefall]'' '''''AAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHH!''''' * While Ben and Rook are visiting the alien city, Ben is consternated to see Rook apparently mistaking a kid's balloon for an alien and trying to interrogate it. Then, as he turns his back, it turns out the balloon ''is'' an alien.* When one of Psyphon's henchmen accidentally brought Ben and Rook to their lair:-->'''Psyphon:''' You just led Ben right to me. I don't know if I should thank you or eviscerate you.-->'''Henchmen:''' Ew... thank me?-->'''Psyphon:''' ''(shocks him)'' Thank you.* When Rook takes down an enemy:--> "I'm sorry, I haven't got any witty remarks."** Gets a bit funnier when you learn what Rook's species [[ForeignCussWord treat contractions as.]]* When Ben tries to take down Khyber's pet on his own and insisting Rook does not help, he completely fails to do any type of harm. Rook's reactions sell it.* Rook's various clueless remarks throughout "A Jolt From The Past."--> '''Ben:''' Over here on your right, you see what we call water. [[DeadpanSnarker Careful, it's wet]].--> '''Rook:''' Water ''is'' wet. I'm familiar with that.** Not to mention about how he thinks that Alien X is nothing more than a myth.* The flashback scene in "A Jolt From The Past" has young Ben fight a Megawhatt in a Mr. Smoothy where he asks "Who would want to drink smoothies?". Irony at its finest.* Also from "A Jolt From The Past" is Ben trying to get [=XLR8=]... only to get Clockwork instead. It takes forever for him to reach the dock and by then, he's about to hurl.** Even better, this forces [[NotMeThisTime the aliens he's chasing]] [[DoWellButNotPerfect to let him keep up]].* From "Trouble Helix", there's this gem.-->'''Malware:''' ''(to pre-Alien Force Albedo)'' If you talk about how smart you are one more time, I will end you. -->'''Ben:''' With you on that.* Ben tries to transform into a big alien to stop a train from crashing... And then progressively transforms into a smaller alien.--> '''Jury Rigg''': ''Jury Rigg''!?! How does this help anybody!?!--> ''(He transforms again... into Grey Matter.)''--> '''Grey Matter''': ''Grey Matter'', seriously?--> ''(He transforms ''[[RuleOfThree again]]'' into Nanomech.)''--> '''Nanomech''': ARRGH! COME ON ALREADY!--> ''(Finally, he gets Bloxx.)''* "It Was Then" brings us the glorious return of [[HotBlooded R]][[LargeHam a]][[TheBerserker t]][[NoIndoorVoice h]]-->'''Rath:''' [[CatchPhrase Lemme tell you something]], [[{{Sidekick}} alien partner]] [[IWorkAlone I never wanted in the first place]], [[JerkWithAHeartOfGold but am begrudgingly starting to to like]]...'''[[{{Tsundere}} IN SPITE OF MYSELF]]!'''* In "Hot Stretch", Rook has to be a distraction. His distraction? "Let's learn an Earth game called [[MundaneMadeAwesome tag!"]]** Rook walks up to the leader of the Kraaho, taps his finger against the guy's chest (while everyone is staring in confusion), throws his hands up in the air: "YOU ARE IT!" And then he runs off laughing like a maniac, in a completely un-Rook-like way. You can't help but laugh along with him.** And when he's caught: "Now, how about I teach you the Electric Slide?"** [[spoiler:Ben actually ''eating'' the fusion engine as [[ILoveNuclearPower NRG]], then belching out a huge blast of fire.]]--->[[spoiler:'''NRG:''' That is good fusion engine!]]* More Rath goodness from part two of "Of Predators And Prey"-->'''Rath:''' [[CatchPhrase Lemme tell you something]], so called [[EgomaniacHunter "Greatest Hunter in the Galaxy"]]. Rath may not be Humungousaur, but he's gonna make you [[{{Pun}} Humungousorry!]]** Rath casually backhanding Khyber's pet.*** And their fight, complete with cat noises for Rath. ''Housecat''[[note]]as in ''Felis silvestris catus''[[/note]] noises.** Also, the DuckSeasonRabbitSeason punch fest.** Then there's this little exchange.--->'''Ben:''' Zip it, Skullface!--->'''Khyber:''' That's no way to address the greatest hunter in the galaxy.--->'''Ben:''' Dude, you're not even the greatest hunter in this ''room''.*** The fact that in that same conversation, Khyber ''[[OutOfCharacterMoment agrees with Rook that he technically saved Ben]]''.*** Also, Ben [[LampshadeHanging commenting]] that it took Khyber five years to capture him, while it only took Vilgax five minutes.* In "Many Happy Returns", Gwen and Kevin return for an episode. Of course, this means that Kevin's car also returns, bringing back a running gag in the process.-->'''Kevin:''' (After his car gets destroyed, yet again) Aah! My ride! What is it about this town!?** Later in the same episode, Kevin reveals he used a Tetramand indestructible engine for his car, thus explaining why it has always survived all the wrecking.** And this pearl arrives during the fight between Looma and Ben:--->(Gar starts crying)--->'''Looma''': Father? Are you hurt?--->'''Gar''': No, it's just... this is how your mother and I met...** The episode opening is pretty much 2 solid minutes of hilarity as Ben ends up having to use ''Rath'' to save a little girl from a house fire. Highlights include Rath picking a fight with the fire (and clocking himself in the face in the process), the little girl complaining about how Brainstorm is cooler ''while Rath is saving her'', and Rath having to go back inside the burning house to retrieve a ''doll''.--->'''Rath''': Lemme tell you somethin' new Omnitrix! Even Rath knows that this is not a job for Rath!!** Another funny part is when Kevin, Gwen, and Rath are getting out of the building. Kevin and Gwen just jump, but Rath has to do a roll... which is just when Ben transforms back. Stuck with the forward momentum already there he ends up sliding on the ground and having to use Kevin to stand up again.* In "Gone Fishin", Rath hates water. How much does he hate it? He undermines his own and Rook's rescue by giving a waterfall a "lemme tell you somethin'" speech.** From "Gone Fishin", Ben and the gang are less than impressed with the robot pirates' plan of bottling ships.--->'''Ben''': (unenthusiastic) Your...ship-bottling days are over.* "[[NoodleIncident This is the is second worst time I've been stuck in an elephant's mouth.]]"** And then ''after'' that, when Blukic decides to stop running away from the robomice, Driba says that this happened ''last time'' he got spat out by an elephant.* Rook looked FAR too happy at the prospect of continually dunking Ben into the water "for a good cause". He's never smiled wider in the series... so far (Malefactor)** In the same episode, a kid asks Ben to transform into different aliens so he can dunk them. So he quickly goes through guys like Stinkfly and Spidermonkey, but Humongosaur? When he gets dunked, there's no splash since he's ''taller than the tank''.--->'''Kid''': I bet you aren't even the real Humongousaur, you're just a guy in a suit!--->'''Humongousaur''': Dude, you just saw me transform!* In "Arrested Development", Ben and Rook have been de-aged into kids. Ben looks just like himself back in the original series, but Rook? Let's just say he has a ''very fluffy tail'' and leave it at that.** Also, since Ben was de-aged the new Omnitrix isn't calibrated to him. So Ben has to rattle up info about him to make the Omnitrix recognize him. How does he end his spiel?--->'''Ben:''' "I'm scared of peacocks!"** Ben complaining to Grandpa Max about being a kid, and Grandpa Max trying to console him. Ben reminds him that he's still 16 and wishes to be treated that way.--->'''Grandpa Max:''' Oh. In ''that'' case... Stop whining Ben, act your age.--->''(Ben '''smiles''' at being told that.)''* Ben's skepticism about Rook's pretty girlfriend.-->'''Ben:''' She was your girlfriend? I don't believe it.-->'''Rook:''' More believable than your Alien X stories.-->'''Ben:''' Hey, [[ContinuityNod you've seen Alien X]].-->'''Rook:''' And now you have seen Ryona. ** The alien RadioDrama about Ben, and its rather... unique take on his adventures. Such as his sidekick, Gwevin the space chimp.** At the end of the same episode, Ben was tricked into wearing a dress.* In "Ben Again", younger Ben reacts in his usual disgusted way when he's told that he frequents Mr. Smoothy's in a few years. This is utterly one-upped when he realizes that older Gwen is going out with Kevin 11.** Pretty much anything either Gwen does in the episode. In particular, the way she finds herself falling back into her old ways of dealing with Ben.** Or younger Gwen freaking out about Ben being so nice to her.--->'''Ben:''' I miss you a lot--->'''Gwen:''' Miss me? (Gasps) Am I dead? I'm dead, aren't I?* " Store 23" gives us Ben 23's terrible names for his aliens.-->'''Original Ben, as Heatblast:''' I call this guy Heatblast.-->'''Ben 23:''' I was gonna go with Charcoal Man.** The two [[WesternAnimation/CowAndChicken oddly familiar]] customers at store 23.** When Blucik, Driba and Hokestar get noticed by people in Dimension 23, the police arrive and threaten to shoot if they don't get out of the Mr. Smoothy. Hokestar's reaction? Putting the "Closed" card up.** The Ben we all know and love goes to Mr. Smoothy for a snack break? Where does Ben 23 go to? ''Mr. [[{{Pun}} Gyro]]''.*** Dimension 23's Azmuth gets some good snark in. Like his telling Blucik and Driba that by Earth standards they're brilliant scientists... but complete morons by Galvan standards.** Doubling as a [[GettingCrapPastTheRadar radar]] moment, "Our" Ben tells Ben 23 "If you're done stoking your demand..."* The episode "Special Delivery".** Special note goes to the on-screen debut of Toe Pick: [[spoiler:His face is so hideous it has '''''Psyphon''' begging Ben to stop using the alien''.]]** Then there's that whole fiasco with Mr. Bauman's van. Several years ago, Ben ended up ''chucking it into orbit''. In the present Ben accidentally brings it back down. ''On top of Mr. Bauman's house''. After this Ben flees in fear from Mr. Bauman by running to his house... which is right next door to Bauman's house.* The beginning of "Showdown Part 1" features Ben and Rook chasing after Pakmar's truck, thinking it's on fire, only for Pakmar to say it's a barbecue and saying CantYouReadTheSign (which unfortunately was in alien writing). * The second part of "Showdown" gives many scenes to Kevin and Khyber's pet. A highlight is the scene after they first meet. Metalized Kevin walks toward his destination while dragging the pet behind him, its jaws firmly yet uselessly clamped on his ankle.** Kyber's pet is a female. The fact no one else realized this makes Kevin wonder if they paid any attention in health class.*** HilariousInHindsight, this is what Gwen said to Kevin when they first met Tiny in Alien Force. You know, the giant green alien infant? Yeah, they didn't know that it was a girl but Gwen could tell.** The explanation of why Rook would prefer the females on his home-world to Gwen, which ends with Ben and Kevin shoved out of a jet in midair.*** On the way down Kevin gets upset that Ben still hasn't figured out how to work the new Omnitrix.*** After that, Ben accidentally crushes Malware as ''Waybig''.** Don't forget the scene where Pakmar goes to Grandpa Max to complain about Ben and shows us a LongList of complaints.-->"You! Colorful shirt man!"* Almost all of "Tummy Trouble", from Rook shaking off the cat girl's hypnosis at the beginning, to pretty much everything with Upchuck's people. Including a shout out to ''Film/ANewHope'' where Ben pretends to be one of the invaders over the intercom. It works.** When it's revealed that "Plan Omega" was [[spoiler:to ''eat the entire planet'' rather than let the invaders take over]]. Ben's incredibly baffled reaction sells this particular moment.*** Even funnier? [[spoiler:He decides to join in, turning into Upchuck and ''helping''.]]*** the Gourmand queen saying Allez Cuisine.....as a battlecry.* Vilgax and Ben getting their snark back on during "Vilgax Must Croak".** Ben also get two particularly funny lines:*** To Attea:--->'''Ben''': Hey, Attea! I have a question! If a guy kisses you, will you turn into a princess?--->'''Attea''': I... ({{Beat}}) AM a princess! [[HairTriggerTemper OBLITERATE THEM!]]-->'''Vilgax:''' ''That'' helped...*** To Eighteight:--->'''Ben''': Eighteight, uh? Any relationship to Sevenseven or Sixsix? Cause you resemble them... (Eighteight [[BerserkButton gets suddenly mad]]) In a good way!** When Ben points out that his getting the Omnitrix started a long tradition of Vilgax getting his butt kicked, all Vilgax has to say is a rather quiet, "No it didn't..."** Sixsix (or Sevenseven, it's hard to tell) tosses two things in Rook's path that turn out to be ''bombs'', while uttering something in a singsong fashion (possibly "toodle-oo") and waving buhbye with one of his seldom-seen Sotoraggian arms.** Ben pummeling Vilgax when he thinks he set them up, first beating him down as Kickin Hawk before timing out and pulling at his tentacles as a human.* Isn't anyone else going to mention how, in "While You Were Away", we realize that the reason Revonnahganders don't use contractions is because they view it as something between bad grammar and cursing? This makes the scene [[spoiler:where Rook, Ben, and Young One interact with Rook's brainwashed family twice as funny]]. Not to mention this little exchange [[spoiler:that takes place once Shar and Sheriff Wat-Senn are no longer under mind control]].--->'''Young One''': Shar! You're back!--->'''Rook Shar''': Language!--->'''Young One''': Forgive the contraction. * Ben, [[spoiler:alias Bullfrag]], flirting with Attea.** Gwen figured out that [[spoiler: Bullfrag was Ben because only Ben would go around using a name like that]].** Rook admires Kevin's fighting skills. Gwen is less than amused.---> "Hate to ruin a budding bromance, but we've got stuff to do!"** Argit taking down a Way Bad in a moment of panic. The aftermath leaves him naked and bald.-->'''Bystander:''' You're a hero!-->'''Argit:''' Yeah, thanks. Now, can you get your hero some pants?** Milleus ranting at Attea for [[spoiler:successfully outgambitting and betraying him]] right before tearfully saying [[SoProudOfYou "they grow up so fast"]].** Kevin's irritation that everyone except him figured out that [[spoiler:Ben was Bullfrag]].* "Rules of Engagement" manages to capture the entire HaremGenre in a single episode. Highlights:** Fistina becomes an AbhorrentAdmirer to Rook.** Ben's mother's reactions to [[UnusuallyUninterestingSight Princess Looma and her "gifts".]]** "Now is not the time to be putting on the dog."** Looma is defeated in the end by [[spoiler:Julie herself]]. In a manner that involves [[FastballSpecial Ben getting served]].** The story behind why Ben and Julie [[ShipSinking broke up for real.]] [[spoiler:Ben was playing a video game when he gets a call from Julie. She thought he was saying mean things to her when he was really trash talking the game]]. [[SarcasmMode Nice prioritizing, Ben]].** The main theme of the episode can be summed up with this exchange:-->'''Julie:''' [[LampshadeHanging Just how many girls are in your life now?]]-->'''Ben:''' [[HaremGenre At this point, I don't even have a clue.]]* Vilgax's incredibly hammy BigNo when he pulled a DivingSave to stop Attea's [[WaveMotionGun Techadon Dissipater]] from hitting Ben. -->'''Ben:''' Did you just do what I think you did?-->'''Vilgax:''' Ah... I don't know what came over me.* Rad Dudesman's full name being "Captain Rad Profit Danger Trouble Dudesman".-->'''Rad Dudesman:''' Told you.** And before that, the Gracklflint spewing venom at Eye Guy, [[EyeScream burning his eyes in the process.]]** When the Gracklflint EATS Pax's top half, there's a shot of Ben and Rook's reaction. While Rook's eyes are bulging and his jaw is dropped, Ben just has this, "Seriously?" face on.** Just Rook and Pax's internactions. Rook is well-known for being the straight-laced BlueOni to Ben's RedOni and being generally unflappable. Which makes it all the more hilarious how Pax is able to annoy him to an un-Rook-like degree so easily.-->'''Rook''': Listen here you chlorophyll-addled animal rights ''clown...'' ''*Rook and Pax proceed to glare at one another*''* Dr. Animo taunts Ben, Gwen and Max through a TV screen. Gwen pulls the TV off the wall with mana, and then Ben as Wildmutt threatens to ''pee'' on it. Max's response:--> "We haven't got time for that, Ben."** From the same episode, Blukic inadvertently foiling Animo's escape plan by eating his bug.* Ben's crush on Drew Saturday in "T.G.I.S."--> '''Zak Saturday:''' Dude! That's my ''mom''!** The first meeting of the Saturdays and Ben.** Ben being ticked that no one told him that the Saturdays were called in.** Ben and Zak's conversation on how it's hard to catch up on their TV shows and save the world and such, with Rook not getting it, and Ben excuses him, saying that Rook had grown up on a farm, a serious farm.** Mr. Bauman saying that some rare alien food item he got didn't grow on trees, [[{{Metaphorgotten}} only for Rook to say that they]] ''[[{{Metaphorgotten}} do]]'', and Mr. Bauman saying that that wasn't the point.** The interactions between Argost and Animo.---> '''Animo:''' ...and it's ''Doctor'' Animo!---> '''Argost:''' [[SarcasmMode And I'm sure]] ''[[MorallyAmbiguousDoctorate that]]'' [[SarcasmMode came from an accredited university]].** Zac and Ben breaking down the door to Animo's lair, even though Rook had just found out that they ''left it unlocked''!** Ben called Animo a strictly "B-list" villain.** Fiskerton telling Zac of a possible way to stop Argost, right after Ben told Fisk not to feel bad about not understanding the TechnoBabble (since Ben didn't).** Animo decides to splice Fiskerton with an owl, claiming it would be the "Bee's knees".-->'''Animo:''' [[{{Metaphorgotten}} Note to self; put knees on bees]].** The RunningGag of Zak and Ben talking about their modes of transportation.* Ben finds out that Rath's species normally wears clothes; which means that Rath has been [[FullFrontalAssault naked]] all this time.* Ma Vreedle allegedly made ''Vilgax'' cry. Just let that sink in for a moment.** Later in the episode, she calls Ben on his cell for an update on the Pretty Boy search.-->'''Ben:''' How did you get this number?!-->'''Ma:''' Internet.** Also, this exchange;-->'''Ben:''' The Vreedle Brothers!?-->'''Vreedle Brothers:''' Ben Tennyson!?-->'''Rook:''' Why are you shouting each others' names?-->'''Rhomboid:''' Well, he started it!** When she attacks Plumber headquarters after she finds that one of the Pretty Boys is missing (for bonus points, Octagon had [[TemptingFate assured Rhomboid that with all the Pretty Boy clones she had, she wouldn't notice that one was missing]]), Ben is surprised that she was actually there to ''report'' a crime!* In "Return to Forever", Rook discovers the internet and its plethora of "kitt-eh" videos.--> "This one wishes to '[[ShoutOut has cheezburger]]'!"* Whatever Rook and Kevin were doing offscreen at the "Car show" in "Mud Is Thicker Than Water".** The RunningGag of Lucy using her shapeshifting to {{troll}} people (mostly Gwen).** When the Annihilarg is revealed to have been fixed, Blucic and Dreba are seen pointing at each other.* Which is then shown in "OTTO Motives", but is hardly the highlight of that episode. That honor belongs to the brief cameo of Sevenseven shopping for parts with his similarly armored baby sister Twotwo ([[{{Pun}} whose armor DOES actually have a feature that resembles a tutu]]).** From the same episode, we see a couple of Jury Rigg's species. Everything they say is hilarious.** The FunnyBackgroundEvent of a Tetramand mount trying to ''eat'' an alien, only for the rider to give it a whack and get it to spit the guy out.** Hokestar showing up [[ContinuityNod with a Mr. Smoothy stand]], showing off an apparently ''smoothie-powered car''!** There is some BlackComedy early on in the episode with the prisoners outside the Tetramand city, which actually [[BrickJoke Otto actually references later on]].*** For bonus hilarity, one of the prisoners was there for ''[[FelonyMisdemeanor jumping a turnstile]]''.** Otto's [[LargeHam over the top hamminess is pretty funny]].** Argit getting bowled over by the Tetramand guards, ''twice''.---> '''Rook:''' My intestines do not speak well of this.---> '''Argit:''' What's that?---> '''Kevin:''' I'm guessing his gut tells him that's something's wrong.---> '''Argit:''' Oh. ([[{{Beat}} Realization dawns]]) Ooh.** Ben going to help Kevin, Rook and Argit with Otto... only to have no idea who the hell he is. ---> '''Ben:''' We need to hurry up if we're going to stop them. Or him. Or it. Wait, who is this?*** Really emphasizes how ''weird'' Ben's life is. ** When Ben merges with Kevin's car as Upgrade, giving it the ability to fly, Kevin asks why [[FridgeLogic Ben hadn't done that ages ago]]. Ben replies that Kevin had told him never to touch his car.** When Ben uses the car to form a giant robot equal in size to the combo of Rook's ship and the stolen cars, Rook tells him not to damage the limbs, since the cars they were made of were worth more than planets. Ben asks about the body (which is made up of ''Rook's'' car) and Kevin tells him to go to town.---> '''Rook:''' Excuse me? * How Ben managed to finally beat Otto:---> '''Otto: (in shock)''' You knocked my [[ShoutOut block off]]. ** At the end, the Tetramand leader gives Kevin and Rook one of the cars as a reward for stopping OTTO, they choose the tetanite car, hoping to sell it and repair the damage done to their vehicles. Ben then asks [[FridgeLogic how they're going to find someone rich enough to buy a car made out of indestructible money]]. The ''look'' on their faces!* Despite the FridgeHorror, "So Long and Thanks for All the Smoothies" has some genuinely funny moments, such as Argit's complete FreakOut when the Anihilarg is activated.--> '''Argit''' (''while jumping from peoples shoulders''): Why are you all standing around? Somebody has to stop this from happening! The- THE UNIVERSE IS WHERE I KEEP ALL MY STUFF! (Grabs Ben's hand and slaps it against the Omnitrix)* The complete [[LampshadeHanging Lampshadefest]] on Albedo using several villain stock phrases, of which Ben gets ''really'' annoyed by.-->'''Albedo''': There is nothing wrong with the classics.** More importantly, Ben pointing out Albedo got what he wanted and could just leave and live his life. Cue Albedo answering this:--->'''Albedo''': And what? I am supposed to just forget the imprisonment? The humiliation? And the... (shiver in rage) [[ArsonMurderAndJaywalking CHILI FRIES]]!?*** From the same episode there's... just about everything Ben says while transformed into Ditto. It's almost like watching an episode of ''WesternAnimation/{{Animaniacs}}''.** After Albedo is defeated, Rook unintentionally uses a stock phrase, and Ben jumps all over it. Albedo has an opinion on it.---> '''Ben''': Eh, you had to be there.---> '''Albedo''': I was there. It's still not funny.* From "For A Few Brains More", Khyber being terrified by Pesky Dust. And the discovery of its power: a dream sequence of Khyber as a protagonist in classic ''Ben 10''.** Brainless Azmuth. Highlights include telling Ben to pull his finger, accidentally blowing up the space station they're on, dancing on the omnitrix, and stealing Gwen's glasses, wearing them, and mocking her.*** Albedo's fate at the end of the episode. Better, it's practically stated to be [[NotSoAboveItAll Azmuth's]] doing.----> '''Albedo''': What could be worse than being transformed into a sixteen-year-old Ben Tennyson? [[spoiler:Turns into eleven-year-old Ben and starts crying]]* From "Something Zombozo This Way Comes", Ben uses Rath against Zombozo's gang inside a circus, only to find Frightwig holding a chair. It only escalates from there.--> '''Rath:''' Lemme tell ya somethin', Omnitrix! Rath does not appreciate your sense of irony!* "Mystery, Incorporeal". Like...all of it.** There's a scene where a bunch of jocks just cut in line before a nerd. ExpospeakGag occurs. ''[[GeniusBruiser From the jocks]]''-->'''Jock''':Yet I posit that my greater social status as the MVP of Saturday's game in turn confers on me a place ahead of you, the same goes for my entourage.** The ShoutOut in the title and general plotline, given that the studio also animated Mystery Incorporated.** What Ben does to Darkstar when he finally turns into Ghostfreak-->'''Ben (possessing Darkstar)''': ''(slap)'' Stop hitting yourself. ''(slap)'' Stop hitting yourself! -->'''Ben (starts making Darkstar do a silly dance)''': Do Dee Do. Look at the big jerk!* "Bengeance Is Mine" introduces us to Bill Gacks, a huge burly man with a green shirt, maroon overalls, and a long, flowing beard that looks along the lines of a tentacle pattern, looking like a certain villain Ben often fights. [[spoiler:[[RedHerring He's not Vilgax at all]], and is a perfectly NiceGuy.]]-->"Yeah, I get that a lot."** Pakmar has opened a sponge shop, and insists that no water can be allowed in his store. So naturally Ben comes crashing through the wall as Water Hazard. Ben actually does manage to avoid hitting the sponges, but hits his head on an inconveniently placed pipe.* Ben, in "Animo Crackers", starts noticing the FridgeLogic in TimeTravel, saying it doesn't make sense. Rook then states that's [[LampshadeHanging just how time travel is]].** Also, because the Future!Animo knows about the events before they happen, they need to make the Animos forget about the episode's events (Because the only way Future!Animo knows is because the present Animo knows). Rook suggests a blow to the head, as that causes memory loss on TV. Ben points out [[ThisIsReality that in real life]], that causes concussions, not forgetfulness. Rook's response is, "Those poor actors."** Also, Future!Animo giving Ben a complete briefing on his new alien (Gutrot). [[WhatAnIdiot Why would you even]] ''do'' that, Future!Animo?* In "Rad Monster Party", we have this exchange between Rad Dudesman and Hobble.--> '''Rad:''' Stop complaining. Be a man.--> '''Hobble:''' You're not a man. You're a duck!--> '''Rad:''' Then be a duck.** Ben not realizing Ghostfreak has an actual name.--->'''Rook:''' Do you ''never'' read the files? Zs'Skayr is Ghostfreak's real name.--->'''Ben:''' He has a name?** Also works as meta-commentary that shows, up until now, Zs'Skayr's name was [[AllThereInTheManual almost completely restricted to pop-ups that extensively explained who he was and what happened to him]].* Charmcaster, up until [[WithGreatPowerComesGreatInsanity she puts on the Alpha Rune]], is [[LargeHam pretty]] [[AffablyEvil damn]] [[CloudCuckoolander hilarious]] in "Charmed, I'm Sure".** Charmcaster gets teleported to Ben, while he's in the restroom. Ben ScreamsLikeALittleGirl and covers himself up in a towel, even though he has clothes on.** Rook's various magical attempts to cure Ben's [[RiseOfZitboy mega zit problem]], which include randomly ''slapping him in the face with a dead fish.'' At that point, Ben is pretty sure it's just Gwen [[ForTheLulz sending him various ways to mess with him.]]** Hobble's crush on Charmcaster. Even when she betrays the team, he still persists, throwing magical objects to defeat her while screaming "Sorry, my dear! SORRY!!!"* Rad's interaction with Ben post "Rad Monster Party".* Lord Transyl's pronunciation of the word "probably" is pretty funny.* "Catfight". Take the hilarity of "Rules of Engagement" throw in Attea, Nyan-cy Chan and Rath, and you've got a hilarious episode.** Ben spending most of the episode stuck as Nyan-cy Chan's oversized pet (in Rath form), complete with his new name of "Mr. Fluffykins".-->'''Rath:''' Lemme tell you something, lady! Your wish is my command and all, but Rath does not appreciate being called Mr. Fluffykins!** Pakmar getting his store, a yarn emporium this time, destroyed by Ben ''again''.** Nyan-cy and Rath getting away, while riding a giant ball of yarn, while Attea and Looma are arguing.** Rook's girlfriend asks Rook if things are usually this bad. His response?--> '''Rook''': No, it is usually much, much worse.** When Rook has a device made by Blukic and Dreba sent in, he asks if it'll work. --> '''Molly Gunther''': They said to tell you, quote, "absolutely, probably, maybe."** Rath being befuddled by typical cat stuff. Including a paper bag and a red dot.-->'''Rath:''' Lemme tell you something, little red dot that is curiously devoid of mass or volume!** The {{facepalm}}ing and disappointed head-shakes from the Plumbers when Rook informs them two armadas are hovering over Earth... because Ben is having girl trouble.** Ben borrows Rath's CatchPhrase without realizing it:-->'''Ben:''' Let me tell you something...! *realizes* Um, oh.** The Plumber's exasperation at how stupid the whole situation is.** The last couple of minutes, ''all of it''.** Looma switches Ben to Fourarms and the two engage in BrawlerLock with their upper arms... while using their lower arms to fight over the remote control.* "Collect This" is basically one big inside joke and TakeThat to the ''Ben 10'' fanbase.-->'''Rook:''' I would not enjoy being the new Gwevin.** Collectamus. An immature, nasally-voiced alien nerd and stab at the "TheyChangedItNowItSucks" crowd. When he first appears, he's talking in a dark and booming voice...until he hits a button on his CoolChair, turning off the speakers and revealing his nasally tone.-->'''Collectamus:''' I just wish this world was [[DarkerAndEdgier darker and grittier]].* Nega Ben, as Gutrot, loosing himself in "And Then There Was None" before getting sucked into a time bomb.* While rounding up good Bens during "And Then There Was Ben" the group enters a universe where ''Argit'' got the Omnitrix, which is also gold-plated. And is pulling a [[WesternAnimation/DuckTales Scrooge McDuck]] in a vault full of riches. They leave as quick as they arrive.** Ben Prime not even batting an eye when Ben 23, Ben 10K, No-Omnitrix Ben and Gwen enter his room through a portal.-->'''Ben Prime:''' I'm in.* "The Vengers": the fire escape falls, but misses Kangaroo Commando... only for an apple core to fall on his head and knock him out.** The laughably bad ManipulativeEditing on Will Harangue's show.** Ben's downright hilarious dismissal of The Vengers. He knows they're going to implode in on themselves from the start. He ''literally'' watches paint dry cause he cares so little.* A moment of levity during the otherwise intense "Rooters of All Evil": Kevin narrates his history with the Rooters while driving with Ben. When he's done, it turns out he only spoke the first few lines out loud and the rest was totally in his mind.* "Blukic and Driba Go To Area 51". If the title wasn't enough of a clue, it's a laugh-filled episode.** Tadpole Blukic still wearing his trademark hat.** The fact that yes, Blukic and Driba were the aliens who crashed in Roswell.** Ben morphing into Whampire. In a hugely bad place and time.-->'''Ben:''' Whampire!? During the day!? '''''IN THE DESERT!?'''''** Blukic passing over a "[[Film/RaidersOfTheLostArk lost ark]]" when searching for his UFO.* "No Honor Among Bros": Rook becomes a "bro".** The host of the Golden Fist Tournament? Slix Vigma, from the original series, "Grudge Match". Except he's far less evil, and now has a much lighter and more energetic personality, serving as the announcer for the tournament.** The Worst making an appearance (Now sounding like [[WesternAnimation/AdventureTime Cinnamon Bun]] for added hilarity) and winning his fight against Malice by tiring him out after a 3 hour beating.*** Finding out The Worst does have useful power. He's totally indestructible. But he still feels pain from being beaten on.** Fistrick and Bro-Rook basically having a macho posturing dance-off when they meet in the finals.--> Rook: [[MemeticMutation "Come at me, bro, come at me!"]]** When Ben and Rook are questioning Fistrick's lackeys, Rook admires their couch and takes a seat, then casually takes out his "Broflex" and starts working his thighs. Corvo's jaw drop just seals it.* "Universe VS Tennyson" gives us Chadzmuth. A Galvan lawyer. And hilariously insufferable a-hole.-->'''Ben:''' You know, it's sleazebags like you that give lawyers a bad name.-->'''Chadzmuth:''' Young man, lawyers have ''always'' had a bad name.** Chadzmuth vouching for Ben in court by saying any Celestialsapien could be changing reality at that moment. His evidence is [[LeaningOnTheFourthWall the fact that Azmuth's appearance and voice have changed three times.]]** The fact that when the entire universe voted on Ben's verdict, one alien won a prize. The prize? A new star! They turned a routine court case into a game show.** Turns out a new universe has a price. Specifically, [[spoiler:five pieces of Taydenite.]]* Ben claiming he [[BlatantLies doesn't go around destroying stuff]] during "Clyde Five". The entire town (or at least everyone within hearing range) stops to give him a disbelieving stare, along with [[ButtMonkey Pakmar and Mr. Bauman]] appearing out of the blue to join them* Ben, Blukic and Driba trying every method under the sun to get Young Ones tail to fall off. Every method is met with failure.** Ben's SkywardScream to his new enemy. Young One's Tail.* The entirety of Kevin and Rook's subplot in "Charm School", particularly how it ends. [[ButtMonkey Poor Kevin just can't catch a break when it comes to his car...]]** Also, whenever she wasn't [[DrunkOnTheDarkSide being scary]], Charmcaster's [[CloudCuckoolander zaniness]] was as amusing as before.** Hex's advice.--->'''Hex:''' Never get a tattoo on your face, children. It severely limits your career choices.* In ''Fight at the Museum'', we see Exo-Skull (a human/rhino hybrid created by Dr. Animo) from the original series, holding a controller and playing a video game.** Later when his girlfriend once again fails to steal the orb, she comes to him and he is curled up on a couch with a blanket and a book.* After ''Outbreak'', in ''Breakpoint'', we get the full speaking debut of Molestache. In contrast to ''Outbreak'', Molestache now speaks in a British accent, akin to that of a QuintessentialBritishGentleman. It is just as absurd and out of place as it sounds. and at one point, Molestache strikes the classic "Have at thee!" fisticuffs pose...using his MUSTACHE as the fists.** Rook getting addicted to meatball subs.* ''Vreedlemania'': Remember that rumor that Ma Vreedle made Vilgax cry? Turns out it's true.** Rook developing a crush on Isosceles (and vice versa), doubly so since he is both aware and disturbed by it.** Ben and Rook complaining like 2 year olds in the back seat of the car.*** The car later becomes a figurative Clown Car, somehow containing the three, plus ''several of the Vreedles''.* ''From Hedorium to Eternity'': Lucy trolling Gwen by transforming into Kevin.** When the kids try reporting the weirdness to Max, he just laughs it off as kids overreacting to nothing. Then they mention Mr. Baumann was [[OOCIsSeriousBusiness nice.]] To ''Ben''. Then he realizes something is going down.* ''Stuck On You'' introduces Skurd. A hilarious, booger-looking parasite that latches himself onto Ben.** Ben and Skurd defeat Khyber by shooting a bunch of Bloxx's blocks at the ground, which Khyber steps on. Khyber reacts as well as you'd expect from a projectiles spawned by something [[BuiltWithLEGO made of LEGO]].* ''Secret of Dos Santos'' gives us Rath wearing a luchador costume and speaking Spanish** Alo, Skurd messing with Ben by making him speak Spanish nonsense to troll with him. * ''Third Time's a Charm'' introduces us to Bezel, the most powerful sorcerer in the universe, whom the Charms of Bezel are named after...and it turns out, he's an old man who hates real magic, because there are no rules, preferring simple card tricks.** Charmcaster "summoning" Bezel. ** Hex, Darkstar and Adwaita, three massively powerful magic villains (well, two villains and one ex-villain), stuck snarking at each other in Charmcaster's bag.-->'''Gwen:''' I'm sure if we put our heads together...-->'''Hex:''' His [Adwaita] head is on fire.-->'''Darkstar:''' Yours is a skull.** After being freed, Darkstar naturally runs like hell. He gets about 10 feet before Rook captures him again.** Charmcaster acting like a bratty kid upon her defeat.-->'''Charmcaster:''' This is only a temporary setback! I will have the last laugh, Tennysons! HA! You hear me? HA!** Made even better when we hear it in a chipmunky squeaky voice,-->'''Charmcaster:''' How did you make the totem disappear, Ben? Tell me! Tell me! Tell meeeeeeeee!* After Robucket pulls a HeroicSacrifice in "Final Countdown" Rook requests he be given a posthumous medal of honor. Only for Max to reveal they're mass produced, and just gives him a new one.** Also, the reveal they could have just teleported inside the base since Blukic and Driba have perfected their device.** Ben's reaction to having to use the toilet to sneak inside and Walkatrout being too big to go in said toilet. Cue Skurd using Four Arms arms and plunging him down.* In ''Most Dangerous Game Show'', Charles Zenith summons pretty much every female Ben knows to have them compete to marry him.** Yes, including Ben's mom and cousins. Ben points out the {{Squick}} in this, and Zenith removes them from the competition.** Rook and the Plumbers (including ''Grandpa Max'', who was reclining on his chair with his legs propped up) making zero effort to rescue Ben from his predicament.*** Least until [[spoiler: Ben realizes that the eliminated girls are trapped in the ''Null Void'' and confronts Zenith about it. The OhCrap look on all of their faces summed it up.]]* "End Of An Era" introduces us to Earths future president: ''Argit''.* "A New Dawn":** When seeing a trio of aliens who appear as AFormYouAreComfortableWith based off what you hold most dear, Ben sees them as the Mr. Smoothy logo.** "Snotrocket"** Amazingest.